BlackRock Greater Europe Investment Trust PLC (the "Company")
Share issue and Tender Offer
The Board is pleased to announce that the Company has been invited by the board
of Charter European Trust PLC ("Charter") to be the proposed and sole
successor vehicle in a scheme of reconstruction of Charter under S110 of the
Insolvency Act 1986 (the "Scheme"). The Scheme will be subject to, amongst
other things, the approval of both the Company's and Charter's shareholders at
general meetings. Under the Scheme Charter will be placed into members
voluntary liquidation and its business and assets transferred to the Company.
Charter Shareholders will be given a tax efficient rollover into the Company.
The Company will issue Ordinary Shares to all Charter Shareholders who will be
offered such number of Ordinary Shares issued at their undiluted Net Asset
Value (as at the agreed calculation date) as equals the Formula Asset Value
("FAV") of their holding of Charter Shares. Charter Shareholders will also
receive a bonus issue of Subscription Shares which will be issued to them in
the same ratio as the ratio of the Company's issued Ordinary Shares (excluding
Treasury Shares) to Subscription Shares in issue on the calculation date. These
Ordinary Shares and Subscription Shares will rank pari passu with the existing
Ordinary Shares and Subscription Shares.
The costs of the merger will be borne by the Charter shareholders and there
will be no dilution from costs to the assets of the Company. BlackRock
Investment Management (UK) Limited has agreed to make a contribution to the
costs of the Scheme incurred by Charter of £120,000. The advisory, legal and
other administrative costs of the Scheme to be incurred by Charter are
approximately 1.5 per cent of the Charter Net Asset Value as at 13 December
2011, after allowing for the contribution by BlackRock. The Net Asset Values of
BlackRock Greater Europe Investment Trust PLC and Charter European Trust PLC as
at 13 December 2011 were £165m and £44m respectively.
As a result of the Scheme the total assets of the Company, and therefore its
market capitalisation, will increase, and the resulting improvement in
liquidity should benefit all shareholders. In addition the fixed costs of the
Company will be spread over a larger pool of assets, resulting in a lower Total
Expense Ratio.
The Board, therefore, considers that the Company's participation in the Scheme
is in shareholders' interests, and has been advised by Cenkos Securities plc in
this regard.
The Charter Board has consulted with Midas Investment Management Limited which,
through funds under its management, controls 26 per cent. of Charter's issued
share capital. Midas has signed an irrevocable undertaking that it will support
the Scheme.
The Board has not entered into any arrangements to scale up the votes of
Ordinary Shares in the Company held by clients of Alliance Trust Savings, and
will not enter into such arrangements with Alliance Trust Savings in the event
that the Scheme proceeds.
The Board also announces that, in the context of its participation in the
Scheme, it has decided to exercise its discretion to implement another tender
offer (the "Tender Offer") in 2012. The Tender Offer will enable Shareholders
to tender all or part of their Ordinary Shares for cash, subject to a maximum
of 20 per cent. in aggregate of the Ordinary Shares in issue (excluding
treasury shares) at the relevant time. The Tender Offer calculation date will
be 31 May 2012, and the tender price will be 98 per cent. of the fully diluted
net asset value per Share. The Board intends to post a circular to shareholders
in April 2012 containing details of the Tender Offer and the procedure for
tendering Ordinary Shares. It is envisaged that the Scheme will have been
completed before this Tender Offer is implemented so as to enable Charter
shareholders to participate. The detailed terms and conditions of the Tender
Offer will be substantially the same as those contained in the circular sent to
shareholders in October 2011 in connection with the most recent Tender.
Expected timetable
January 2012 Prospectus/Circular posted to shareholders
February 2012 EGMs to approve merger/Proposals implemented
February 2012 Calculation Date
April 2012 Tender circular posted
Enquiries:
Will Rogers - Cenkos Securities 020 7397 1920
Jonathan Ruck Keene - BlackRock 0207 743 3000
Cenkos Securities plc which is authorised and regulated by the Financial
Services Authority, is acting for the Company and for no-one else in
connection with the contents of this announcement and will not be responsible
to anyone other than the Company for providing the protections afforded
to clients of Cenkos or for affording advice in relation to the contents of
this announcement or any matters referred to herein.
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